Honeywell 2008 Annual Report Download - page 258

calculating a Participant’s benefit. In no event shall Honeywell be required to recalculate or otherwise true up the benefit actually paid.
(g) Notwithstanding any provision of this Section 4.1 to the contrary, if a Participant is a Specified Employee at his Separation
from Service Date and payment under this Section 4.1 is required to be made or commence within the 6-month period following his
Separation from Service Date, such payment shall be delayed if it is to be made in a single lump sum payment or accumulated if it is
to be made in an annuity until the earlier of the first day of the seventh month following the Separation from Service Date or the first
day of the month following the Participant’s death, with no interest or earnings accruing on the delayed payments.
4.2. Change in Control.
4.2.1. Immediate Vesting. In the event of a Change in Control as defined in this Section, each employee who satisfies the eligibility
requirements of Section 2.1.1 on the day before the Change in Control shall be immediately and fully vested in the benefit that would
have been payable if the employee had terminated employment on the day before the Change in Control and in any additional benefit
the employee accrues in this Plan following the Change in Control.
4.2.2. Definition. For all purposes of this Plan, a "Change in Control" shall have occurred if:
(a) any "person" as such term is used in section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") (other than Honeywell, any subsidiary of Honeywell, any "person" (as herein defined) acting on behalf of Honeywell
as underwriter pursuant to an offering who is temporarily holding securities in connection with such offering, any trustee or other
fiduciary holding securities under an employee benefit plan of Honeywell or any corporation owned, directly or indirectly, by the
stockholders of Honeywell in substantially the same proportions as their ownership of stock of Honeywell), is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, or securities of Honeywell Inc.
representing thirty percent (30%) or more of the combined voting power of Honeywell's then outstanding securities;
(b) during any period of not more than two consecutive years (not including any period prior to the Effective Date), individuals
who at the beginning of such period constitute the Board of Directors of Honeywell, and any new director (other than a director
designated by a "person" who has entered into an agreement with Honeywell to effect a transaction described in Section 4.2.2 (a), (c)
or (d)) whose election by the Board of Directors of Honeywell or nomination for election by Honeywell Inc.'s stockholders was
approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or
whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof;